Terms and Conditions - General conditions of sale of KEHUA FRANCE
The present general conditions of sale (hereinafter, “The GTC”) are applicable to any offer issued by KEHUA France SAS, a simplified joint-stock company with a capital of 100,000.00 euros, registered in the register of Commerce and Companies of Marseille under the unique identification number 840 491 286, whose head office is located at 3, Place General de Gaulle 13001 MARSEILLE (hereinafter, “The Seller”), and this, for any sale concluded by the Seller with a customer (hereinafter after, “The Buyer”) relating to the supply of the Product (s) and / or Solution (s) of the mark “KEHUA”.
Any acceptance of an offer issued by KEHUA France SAS, in any form whatsoever, entails formation of a sales contract (so-called “perfect sale”), with acceptance of these GTC.
However, it is understood that the General Terms and Conditions may be the subject of negotiations and amendments, which must, in order to be effective and applicable in the relationship between the Seller and the Buyer, be recorded in a writing specifically prepared for this purpose.
Purpose and scope of the offer
Unless otherwise specified by the Seller in the context of an offer, the applicable prices are those listed in the Seller’s tariffs available on its website (www.kehua-france.com) and in force on the date of execution of the offer. the command.
When the Seller has made an offer, the prices and conditions of this offer relate exclusively to the Products (quality and quantity) and Solutions specified therein. In the absence of express stipulation, these prices remain valid for one month.
As long as the offer has not been the subject of a presentation by the Seller and an acceptance by the Buyer, the Seller reserves the right to make any changes at any time (among others, without this list is limited, in size, material, color or shape), Products whose representations, descriptions and specifics are in its catalogs and flyers as well as on its website.
Intellectual property and confidentiality
Seller is under no obligation to provide design or manufacturing plans for its Products. This, even if the Products are delivered with a manual, a diagram or an installation plan, which are, moreover, the exclusive property of the Seller.
The technology and know-how, whether patented or not, incorporated in the Products or Solutions as well as all the industrial and intellectual property rights relating to the Products, are and remain the exclusive property of the Seller and any information relating thereto must be considered by the Seller. Buyer as strictly confidential, including those contained in the plans and documents eventually given to it.
Consequently, the Buyer is prohibited from communicating them to any third party and undertakes to use them only for the needs of the operation and maintenance of the Products and Solutions.
It is excluded any right to make or have spare parts made.
“Software” means the programs, processes, rules and design materials specific to a computer data processing system, integrated into the Products or accompanying them, and Solutions, in code form, and include user manuals or other assimilated or related document.
In the context of a perfect sale actually carried out and except the case of additional software or additional third parties and manuals and related documents communicated whose regulations of use would be clean and distinct, the Seller grants the Buyer a license to use whose conditions of use, if any, will be included in a separate and specific document
The Buyer may not modify or reproduce in any way the Software or exploit it for any purpose other than that provided for in the sales contract.
Prices, payment terms and taxes
The prices of Products and / or Solutions subject to a sale are stipulated without taxes.
Unless otherwise specifically and expressly agreed between the Seller and the Buyer, an advance payment is due of thirty (30)% of the total amount of the sales contract, and payable upon receipt of the deposit invoice issued by the Seller. Wire Transfer. The amounts, remaining due, being payable upon delivery of the Products and / or Solutions, within thirty (30) days from the date of receipt of the invoice. Unless otherwise expressly agreed, the prepayment will not give rise to any discount.
In France, in case of late payment, the Buyer will be required to pay a late penalty calculated as follows: “Interest on late payment = amounts due (TTC) x 3 times legal interest rate / number of days of delays
At the Export, in case of late payment, the Buyer will be required to pay a late payment penalty calculated as follows: “Interest on late payment = amounts due (inclusive of VAT) x (EURIBOR rate + 5) / number of days delays “
In addition, and for each unpaid bill, a lump sum indemnity for recovery costs of forty (40) euros will be due.
However, if the recovery costs actually incurred by the Seller exceed the above amount, the Seller reserves the right to claim additional compensation.
Note that, in the event that the Seller and the Buyer have agreed together and especially, a payment in installments of the Price of Products and / or Solutions, the failure to pay a term due will automatically entail the payment of all sums due by the Buyer. In addition, the Seller reserves the right to suspend the execution of its own obligations until the full payment of the due amounts due.
The above provisions shall apply, where appropriate, without prejudice to any damages and interests that the Seller may claim.
Delivery – Shipping
Unless otherwise provided in the offer or the contract of sale, delivery shall be deemed to have been made as soon as the Products are made available in the Seller’s factories or stores in France.
Delivery times are indicative. Next acceptance of the offer, they run from the receipt of the deposit paid by the Buyer, unless necessary for the Seller to obtain certain information from the Buyer, conditioning the execution of the order and not yet communicated by the Purchaser, in which case the time will run from the actual receipt of said information.
In the event of force majeure by the Buyer, the Seller is automatically released from any commitment relating to the deadlines. Cases of force majeure are those involving both the Seller and its subcontractors and / or suppliers likely to disrupt the manufacture and / or delivery of the Products and / or Solutions sold (for example, war, embargo, strike, flood, fire, interruption or delay in transport or supply of raw materials, energy or components etc.).
If the event constituting force majeure lasts longer than thirty (30) consecutive days, the Parties will meet as soon as possible in order to decide on the follow-up to be given to the execution of the contract of sale and, in case effectively decided, to discuss the impact on prices and turnaround times.
Export – Transportation – Customs
Unless expressly agreed otherwise by the Seller, the Products are sold ex works or Seller’s stores in France.
As a result, the operations requested by the Buyer of transport, insurance and / or customs clearance are the responsibility of the latter.
The Products and / or Solutions offered by the Seller may be subject to the French regulations on the control of exports (war material and similar and / or sensitive or dual-use technologies) but also to equivalent foreign regulations in case of export.
In these conditions, the Buyer agrees to:
– Not to sell, lend or deliver to anyone any or all of the Products and / or Solutions delivered by the Seller unless it has obtained the approval of the Seller and, if so, such license as may be required by the standards above.
– Sign and have signed by the end user of the Products and / or Solutions, approved by the Seller, a certificate of final destination incorporating the terms and commitments above.
Retention of title and transfer of risk
The Seller retains ownership of the Products until full payment of the price in principal and accessories.
In case of transformation or incorporation of the Products, the processed products or the goods in which they are incorporated become the pledge of the Seller until full payment of the price. The Buyer undertakes to report the existence of the retention of title to third parties to whom he resells the Products either in the state or incorporated into a set.
In the event of the return of the Products in the context of this article, any down payments received by the Seller will be retained, without prejudice to any damages that the latter may claim.
From their delivery, the Buyer assumes all risks related to the possession, custody and / or use of the Products.
Packaging – Markings
The Seller guarantees to comply, in terms of packaging of its products to French and European standards, or any other standards that may be applicable in execution of the sales contract.
The prices mentioned in the offer are for ordinary packaging according to the uses of the Seller. Any request from the Buyer for a type of packaging other than that usually used by the Seller will be subject to a price supplement. Packaging is not taken back by the Seller.
The Seller guarantees to comply, in terms of marking, French and European standards, including the obligation of declaration of conformity of the manufacturer. The proof of this conformity is at the disposal of the Buyer, at the express request of his part.
The Seller informs the Buyer via his website (www.kehua-france.com) – a site which the Buyer acknowledges having read the information contained therein – obligations arising from French and European standards applicable on the day of the conclusion of the sales contract, relating to the treatment of electrical and electronic equipment, including batteries and accumulators that have reached the end of their service life, as well as chemical substances.
Seller agrees to remedy any malfunction of Products and / Solutions arising from a defect in design, materials or workmanship.
This obligation does not apply in the event of a default resulting from any incident for which the Seller would not be liable, and in particular:
– Failure to comply with the installation and / or connection instructions,
– Maintenance not in accordance with the Seller’s instructions,
– Unsuitable storage conditions,
– Damage or accidents resulting from a failure to monitor the Products,
– Any use of them not in accordance with their destination and / or the Seller’s instructions, including any modifications or additions made to the Products without prior authorization of the Seller.
In addition, the warranty granted by the Seller is excluded in case of normal wear of the Products or in case of force majeure.
The Seller makes no warranty as to the suitability of the Products to achieve the objectives expected or expected by the Buyer, provided that these objectives have not been expressly discussed and accepted in the context of the sales contract.
The warranty only applies to defects, as described above, which will have occurred during the warranty period as defined by the Seller in his “e-catalog”, made available to the Buyer via its website www.kehua-france.com.
In the absence of mention of warranty period in the “e-catalog” referred to above, the warranty period, by default shall be twenty-four (24) months from the date of delivery within the meaning of Article 6 .
The repair, modification or replacement of a Product and / or component during the warranty period cannot have the effect of extending the warranty period of the Product.
In the context of this warranty, the Seller shall remedy the deficiencies as soon as possible and by such means as it deems appropriate. The Product and / or its replaced components become the property of the Seller and must, if necessary, be returned to him at his first request.
After notifying the Seller of the occurrence of the defect, the Buyer will return the allegedly defective Product to the Seller, at its expense, within thirty (30) days. After analysis, if the failure falls within the scope of the warranty, the Seller will bear the cost of transporting the replacement Products or having been repaired.
Under no circumstances can the guarantee cover the cost of moving, searching the defective part for the faulty part, dismantling and reassembling the Product in its environment.
In the event of intervention requested by the Buyer for repair purposes on the site where the Product is installed, the Seller will bear only the labor costs related to the repair and / or replacement of the Product, its travel expenses remain the responsibility of the Buyer.
In order to invoke the benefit of this warranty, the Purchaser must inform the Seller of the defects that it attributes to the Products as soon as the malfunctions manifest themselves, and provide all justifications as to the reality of the latter. It must give the Seller every facility to ascertain these defects and to remedy them. He must also abstain, except with the Seller’s express agreement, to carry out or have the repair carried out by a third party. Otherwise, the Buyer will be deprived of the benefit of the said guarantee.
Under no circumstances will the Seller be held liable for any indirect and / or intangible damage such as loss of profit, loss of profit or loss of production.
In any case, the Seller’s liability is strictly limited, regardless of the causes, object or basis of the claim, including penalties, to the amount of the sales contract.
Execution – Suspension – Termination of the contract of sale
Any modification of the sales contract must be the subject of a prior written agreement of the Seller and the Buyer, by way of endorsement.
Each of the Parties may avail itself of the exception of non-performance only if the other Party has not effectively performed its own obligations and has not remedied its default following a formal notice that has not been successful. upon expiry of thirty (30) business days.
In the event of non-performance, the Parties may not, under any circumstances, enforce the obligations of the defaulting party under the Contract by a third party.
In case of suspension of the Contract not attributable to the Seller, and except in cases of force majeure, all costs and expenses that the Seller will have incurred as a result, will be fully reimbursed by the Buyer upon presentation of the corresponding invoices. The fees will include, but are not limited to, handling, storage, insurance, labor, financial charges, bank charges for extending the validity of bank guarantees supported by the Seller. as well as in a general way all the expenses resulting from an extension of delay. If the performance of the Contract is for any reason suspended for more than ninety (90) days, the Seller will then be entitled to terminate the contract of sale and to be indemnified for the costs referred to above, without prejudice to any claim for damages. If the Seller does not exercise this option, the Buyer will bear the costs of handling and storing the Products until he has taken possession of them.
Finally, the contract of sale may be terminated unilaterally and automatically by one of the Parties, if the other party fails to fulfill one or more of its obligations and has not remedied the breach within thirty (30) months. ) days after formal notice sent to that effect by the other party by registered letter with acknowledgment of receipt. The provisions relating to confidentiality, intellectual property and liability will survive any termination regardless of the cause or basis.
In addition, and in the event of non-performance by the Purchaser of his obligations, and in particular in case of non-payment at the end of the scheduled payment period, the sales contract may be terminated automatically by the Seller at the resulting from a formal notice remained unsuccessful at the end of a period of thirty (30) working days. In this case, any amount received by the Seller will be retained by him, without prejudice to any damages that the latter may claim.
Any dispute arising directly or indirectly from (i) the interpretation, validity, performance or termination and their consequences, the contract of sale, (ii) commercial relations existing or existing between the Parties, their execution, their cessation, the means or consequences of the cessation, shall be submitted, in the absence of amicable settlement within 30 days from the first notification of the dispute by the most diligent Party, to the Commercial Court of Marseilles which remains solely competent, including in the event of an appeal in warranty, of multiple defendants or of proceedings for interim relief.
The offer and the sales contract are subject to French law.
In case of export and international sale, the Parties agree to submit their dispute to the Arbitration Chamber of Marseille for Europe, Africa and Asia of the Chamber of Commerce and Industry of Marseille Provence (CCIMP).
The offer and the sales contract are, as before, subject to French law.
General terms and conditions of sale of KEHUA FRANCE- Supplements applicable to solutions
“Solution” means any Product or combination of Products, with or without Software, having been specifically adapted to the needs expressed by the Buyer for their installation by the Seller or any provision of assistance for the implementation of service of the Solution, as well as the realization by the Seller of any specific study requested by the Buyer to ensure the consistency of the Solution envisaged and / or ordered.
Offer of solution
The solution offer is based on the specifications provided by the Buyer, which must contain all the data necessary to determine the characteristics of the Solution, in particular:
– The expected features,
– The technical and environmental characteristics of the installation site.
The option period during which the Seller remains committed by his offer of solution is one month from the date of issue of this offer.
In case of non-conclusion of a sales contract, the studies and documents submitted in support of the offer must be returned to the Seller within a maximum of fifteen (15) days from the expiry date of the contract. the offer.
Technical assistance during start-up
During any intervention of the technicians of the Seller on the installation site of the Solution, the supply of energy, handling equipment or other, necessary for the installation by the Seller, will be the responsibility of the Buyer.
In the event of new adaptations made necessary by a deficiency in the information communicated by the Buyer, the cost of the adaptations and the time spent will be invoiced to the Buyer.
In case of delay of installation, directly or indirectly attributable to the Buyer, the displacement and / or the waiting time of the Seller as well as the induced costs will be charged to the Buyer.
Approval of plans
When the supply of the Solution includes the approval of plans by the Buyer, the latter has a period of fifteen (15) days from the date of dispatch of these documents by the Seller to communicate his agreement or formulate his remarks to the Seller. Failing this, and at the end of this period, the plans will be considered as approved.
Any reservation issued after the deadline by the Buyer will be treated as a request to modify the solution offer. In case of acceptance of the modification by the Seller, it will then be executed at the expense of the Buyer and after express modification of the prices and / or deadlines of execution referred to in the sales contract.
The tests are carried out in the Seller’s factories. Any additional testing, at the installation site, must be expressly agreed upon by the Seller and will be carried out at the expense of the Purchaser.
Warranty – special clauses
The warranty period provided for in the present GTC is reduced, within the framework of the provisions applicable to the supply of Solution, to a duration of twelve (12) months as from the reception by the Buyer and the Seller of the worksite of the Solution to from the delivery of the last Product that is part of the Solution.
Software warranty terms are governed by the accompanying licenses.
In the event that the nature of the Solution precludes a return as provided in these T & Cs, the costs related to the intervention of personnel necessary for the restoration of the Solution on site will not be charged to the customer. Buyer, except waiting time and induced costs attributable to the Buyer.
In the event that the Seller incorporates into the Solution Products or components that are not of its manufacture, the extent and duration of the warranty shall be those granted by their manufacturer to the Seller.